March 27, 2018
VIA EDGAR TRANSMISSION
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
| Attention: | Chris Edwards |
| Re: | Zosano Pharma Corporation |
| Registration Statement on Form S-1 (Registration No. 333-222265) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “1933 Act”), the undersigned, BTIG, LLC, as a representative of the underwriters (the “Representative”) of the offering pursuant to the above-captioned Registration Statement on Form S-1 (the “Registration Statement”), hereby join the Company in requesting that the effective date for the Registration Statement be accelerated so that it will be declared effective at 4:30 p.m. Eastern Time on March 28, 2018, or as soon thereafter as possible, pursuant to Rule 430A.
In connection with this acceleration request and pursuant to Rule 460 under the 1933 Act, we wish to advise you that we have effected the following distribution of the preliminary prospectus included in the Registration Statement dated March 26, 2018:
Preliminary Prospectus: approximately 1,100 copies to prospective underwriters, dealers, institutions and others.
The underwriters are aware of their obligations under and confirm that they are complying with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule.
[Signature Page Follows]
| Very truly yours, | ||
| BTIG, LLC | ||
| By: | /s/ K.C. Stone | |
| Name: | K.C. Stone | |
| Title: | Managing Director | |
| As Representative of the underwriters | ||
[Signature Page to Acceleration Request]
